Common use of Limitations and General Indemnification Provisions Clause in Contracts

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, shall not exceed the amount of the Escrow Property in the Escrow Account at such time. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided Notwithstanding anything to the contrary in this this Article VI, the Agreement and except for Fraud Claims and Special Indemnity Claims: (i) no Indemnified Parties will not Party shall be entitled to receive any indemnification payments Losses under Section 6.1 with respect to Special Litigation Indemnity Matters a Claim unless and until the aggregate amount of all Losses incurred by the under all Claims of all Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) Party shall exceed US$3,000,000 (the “BasketDeductible”), in at which case the Indemnifying Parties shall be obligated to the Indemnified Parties for time those additional Losses incurred exceeding and excluding the amount of all the Deductible shall be subject to indemnification hereunder; (ii) the Indemnifying Party’s aggregate Liability for indemnification pursuant to this ARTICLE X shall not exceed the value of 13,050,000 Escrow Shares (the “Indemnity Escrow Share Amount”), and any Losses that the Indemnifying Party is entitled to recover pursuant to this ARTICLE X shall be payable solely from the Escrow Shares and the Escrow Account in accordance with this ARTICLE X; (iii) in no event shall any Loss be recoverable under the terms of this Agreement to the extent it consists of or is based upon punitive, special or exemplary damages, except to the extent awarded to a third party in connection with a Third Party Claim; (iv) after the expiration of the Indemnified Parties in respect of Special Litigation Indemnity Matters from Survival Period, the first dollar of Losses of the Indemnified Parties required Indemnifying Party shall have no further Liability for indemnification pursuant to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters this ARTICLE X other than the Special Litigation Indemnity Matters.with respect to Claims already made as provided in this ARTICLE X. (b) The maximum amount of In the event that any Released 2020 Escrow Property or Released Provisional Indemnification Property is disbursed to the Seller, if there is an indemnification payments which claim against the Indemnifying Parties will Party that is finally determined to be obligated due and owing to pay an Indemnified Party in accordance with the aggregateterms of this Agreement, including all Indemnifiable Matters, shall not exceed to the amount of the extent that there is insufficient Escrow Property in the Escrow Account (with each Escrow Share valued at the Purchaser Share Price) to pay for such timeindemnification claim in accordance with this Agreement, the Indemnifying Party shall be liable for such difference, provided that (except for Fraud Claims and Special Indemnity Claims) the aggregate liability of the Indemnifying Party pursuant to this Section 10.3(b) shall not exceed the aggregate value of the Released 2020 Escrow Property and/or Released Provisional Indemnification Property that is actually disbursed to the Seller (with each Escrow Share valued at the Purchaser Share Price). (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties Party under this Article VI, with respect thereto.ARTICLE X. (ed) The amount Promptly after an Indemnified Party becomes aware of any Losses suffered event or incurred by circumstance that could reasonably be expected to constitute or give rise to any breach of any representation, warranty or covenant of the Warrantors contained in this Agreement or any other claim for indemnification pursuant to this ARTICLE X, the Indemnified Party shall be reduced by the amount of any insurance proceeds paid take all commercially reasonable steps to the Indemnified Party mitigate and minimize all Losses that could result from or any Affiliate thereof as a reimbursement with respect relate to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss breach or insurance paymentclaim. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIVII, the Purchaser Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and 7.2 until the aggregate amount of Losses incurred by the Purchaser Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars (exceed $1,000,000) 1,000,000 (the “BasketDeductible”), in which case and then the Indemnifying Purchaser Indemnified Parties shall be obligated to the Indemnified Parties for only receive the amount of all aggregate Losses in excess of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the BasketDeductible; provided, however, that for the avoidance of doubt the Basket Deductible shall not apply to indemnification claims in respect (i) for breaches of any Indemnifiable Matters other than of the Special Litigation Indemnity Mattersrepresentations and warranties contained in Sections 5.1, 5.2, 5.3, 5.4 or 5.31 or (ii) that are based in whole or in part upon fraud, willful misconduct or intentional misrepresentation. (b) The maximum Except as otherwise expressly provided in this Article VII, the Company Indemnified Parties will not be entitled to receive any indemnification payments under Section 7.3 until the aggregate amount of indemnification payments which Losses incurred by the Indemnifying Company Indemnified Parties will be obligated to pay in exceed the aggregateDeductible, including all Indemnifiable Matters, and then the Company Indemnified Parties shall not exceed only receive the amount of aggregate Losses in excess of the Escrow Property Deductible; provided, however, that the Deductible shall not apply to indemnification claims (i) for breaches of any of the representations and warranties contained in the Escrow Account at such timeSections 4.1, 4.2, 4.5, 4.17 or 4.18 or (ii) that are based in whole or in part upon fraud, willful misconduct or intentional misrepresentation. (c) In no event shall any The maximum aggregate amount of indemnification payments to which the Indemnified Party Parties will be entitled to recover or make a claim for receive under Sections 7.2 and 7.3 upon the triggering of any amounts indemnification obligation hereunder shall not exceed the value of the Escrowed Property in respect ofthe Escrow Account. For the avoidance of doubt, (i) any Losses suffered by the Indemnified Parties which are indemnifiable under this Agreement from and after the Closing shall be indemnified only from the Escrow Account, and in no event any other Losses suffered by the Indemnified Parties which would be indemnifiable under this Agreement from and after the Closing but for the exhaustion of the Escrow Account shall Losses not be deemed to include, any punitive, special or exemplary damages except indemnified and (ii) the limitations of this Section 7.5(c) shall apply to the extent actually paid to a third party in a Third Party Claimabsolute total of indemnification claims made by all Indemnified Parties. (d) For purposes of determining the amount of Losses under this Article VII (but not for determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Party or the Purchaser INXB Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VIVII, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIfor Fraud Claims and claims under Section 6.2(a)(iv), the a Purchaser Indemnified Parties will Party shall not be entitled to receive any indemnification payments under Section 6.1 with respect pursuant to Special Litigation Indemnity Matters unless and this ARTICLE VI, until the aggregate amount of all Losses incurred suffered by the all Purchaser Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Hundred Thousand Dollars ($1,000,000100,000) (the “Basket”), in at which case point the Indemnifying Parties shall be obligated to the Indemnified Parties for the full amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of shall be recoverable, and the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum aggregate amount of indemnification payments to which the Company Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 6.2 shall not exceed an amount equal to value of 10% of the Stockholder Merger Consideration (the “Cap”). (b) Except for Fraud Claims, a Company Indemnified Party shall not be entitled to indemnification pursuant to this ARTICLE VI, until the aggregate amount of all Losses suffered by all Company Indemnified Parties exceeds the Escrow Property Basket, at which point the full amount of all Losses from the first dollar shall be recoverable, and the maximum aggregate amount of indemnification payments to which the Purchaser Indemnifying Parties will be obligated to pay in the Escrow Account at such timeaggregate under Section 6.2 shall not exceed an amount equal to the Cap. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fd) The Indemnifying Parties In any claim for indemnification under this Agreement, no Person shall have no indemnification obligation in respect of be required to indemnify any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration DatePerson for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a Third Party.

Limitations and General Indemnification Provisions. (a) Each of the Parties hereto hereby acknowledge and agree that following the Closing, except with respect to actions for specific performance or other equitable remedies (including as provided for in Section 9.10 hereof), the provisions of this Article VI shall be the sole and exclusive remedies of any Indemnified Party for any breach by another Party of this Agreement, and the Parties hereto hereby acknowledge and agree that no Party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement. (b) Except as otherwise expressly provided in this this Article VI, the an Indemnified Parties Party will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and 6.2 until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars (exceed $1,000,000) [400,000] (the “Basket”), in which case the Indemnifying Parties Party shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from (including the first dollar of Losses of the Indemnified Parties required to reach the Basket); provided, however, that for the avoidance of doubt the Basket shall not apply to indemnification claims in respect (i) for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, shall not exceed the amount of the Escrow Property representations and warranties contained in the Escrow Account at such timeSections 2.1, 2.2, 2.3, 2.4 or 2.18 or (ii) that are based in whole or in part upon fraud, willful misconduct or intentional misrepresentation. (c) In no event shall For purposes of determining whether there has been a breach and the amount of Losses that are the subject matter of an indemnification claim hereunder, each representation and, warranty and covenants set forth in this Agreement (including the Disclosure Schedules) or any Indemnified Party be entitled to recover ancillary document that are qualified by materiality, Material Adverse Effect or make a claim for any amounts in respect of, and in no event shall Losses words of similar import or effect will be deemed to include, have been made without any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claimsuch qualification. (d) No investigation or knowledge by an Indemnified Party of a breach of a representation, warranty, covenant or the Purchaser Representative or their respective Representatives agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIIX, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 9.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI IX exceeds One Million U.S. Dollars the value of one-half percent ($1,000,0000.5%) of the Exchange Consideration (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersCompany and Sellers Fundamental Representations or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments which the Indemnifying Parties Indemnitors will be obligated to pay in the aggregate, including all Indemnifiable Matters, under Section 9.2 (other than (i) Fraud Claims or (ii) any indemnification claims for breaches of any Company and Sellers Fundamental Representations) shall not exceed an amount equal to fifteen percent (15%) of the Exchange Consideration, provided, that any (A) Fraud Claims or (B) indemnification claims for breaches of any Company and Sellers Fundamental Representations, shall be payable solely by the Main Seller, and the maximum aggregate amount of indemnification payments for such claims and all other claims in connection with this Agreement shall not exceed an amount equal to the Escrow Property in Exchange Consideration received by the Escrow Account at such timeMain Seller. (c) Notwithstanding anything to the contrary contained herein, no Indemnitor will have any indemnification obligations under Section 9.2 for any Loss to the extent that such Loss is included in the calculation of Net Working Capital, Closing Net Debt or Transaction Expenses in determining the Finally Determined Exchange Shares in accordance with Section 2.5. In no event shall will any Indemnified Party Indemnitee be entitled to recover or make a claim any recovery for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special Loss more than once or exemplary damages except to the extent actually paid to a third party that such Loss was expressly reserved for in a Third Party Claimthe Company Financials. (d) Solely for purposes of determining the amount of Losses under this Article IX (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Party or the Indemnitee, Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnitor shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Company, any Seller or any Seller Representative or the recourse available to the Indemnified Parties Indemnitees or Purchaser under any provision of this Agreement, including this Article VIIX, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by (i) the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof in connection with such Losses, net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment and (ii) the amount of any Tax benefit actually realized as a reimbursement with respect to result of such Losses (and no Loss by any Indemnitee or any Affiliate thereof in the taxable year in which such Loss was incurred or the following taxable year. No right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIfor Fraud Claims against a Target Company, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the maximum aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 6.2 shall not exceed an amount equal to the amount value of the Escrow Property Shares in the Escrow Account at the Purchaser Share Price, plus the other Escrow Property. (b) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such timequalification. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VI, with respect thereto. (ed) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds or other third party sources of indemnity or recovery paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fe) The Indemnifying Parties shall have no Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation in respect of any Claim Notice which is delivered under this Article VI, such Indemnified Party shall take and shall cause its Affiliates to take, or cooperate with the Indemnifying Party if so requested by the Purchaser Representative Indemnifying Party, in accordance with Section 6.3 hereof after order to take, commercially reasonable measures to mitigate the Escrow Expiration Dateconsequences of the related breach (including taking commercially reasonable steps to prevent any contingent liability from becoming an actual liability).

Limitations and General Indemnification Provisions. (a) Each of the Parties hereto hereby acknowledge and agree that following the Closing, except with respect to actions for specific performance or other equitable remedies (including as provided for in Section 11.10 hereof), the provisions of this Article VIII shall be the sole and exclusive remedies of any Indemnified Party for any breach by another Party of this Agreement, and the Parties hereto hereby acknowledge and agree that no Party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement. (b) Except as otherwise expressly provided in this this Article VIVIII, the an Indemnified Parties Party will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and 8.2 or Section 8.3 until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars (exceed $1,000,000) 100,000 (the “Basket”), in which case the Indemnifying Parties Party shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from (including the first dollar of Losses of the Indemnified Parties required to reach the Basket); provided, however, that for the avoidance of doubt the Basket shall not apply to indemnification claims that are based in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments which the Indemnifying Parties will be obligated to pay whole or in the aggregatepart upon fraud, including all Indemnifiable Matters, shall not exceed the amount of the Escrow Property in the Escrow Account at such timewillful misconduct or intentional misrepresentation. (c) In no event shall For purposes of determining whether there has been a breach and the amount of Losses that are the subject matter of an indemnification claim hereunder, each representation and, warranty and covenant set forth in this Agreement (including the Disclosure Schedules) or any Indemnified Party be entitled to recover ancillary document that are qualified by materiality, Material Adverse Effect or make a claim for any amounts in respect of, and in no event shall Losses words of similar import or effect will be deemed to include, have been made without any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claimsuch qualification. (d) No investigation or knowledge by an Indemnified Party of a breach of a representation, warranty, covenant or the Purchaser Representative or their respective Representatives agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VIVIII, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Party will be obligated to pay in the aggregateaggregate (excluding Fraud Claims) shall not exceed an amount equal to 15% of the value of the Merger Consideration, including all Indemnifiable Mattersand in the case of Fraud Claims, shall not exceed an amount equal to the amount value of the Escrow Property in Merger Consideration actually paid (based on the Escrow Account at such timePer Share Price). (cb) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, (i) any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party ClaimClaim or (ii) any loss, liability, damage or expense to the extent included in the calculation of Closing Indebtedness, Net Working Capital or Transactions Expenses and that resulted in an adjustment to the Merger Consideration. (c) Solely for purposes of determining the amount of Losses under this Article VII (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative Disinterested Director Majority or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VIVII, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided for Fraud Claims and Claims related to Section 5.13, and subject in this this Article VIall cases to Section 10.4, the an Innovate Indemnified Parties will Party shall not be entitled to receive any indemnification payments under pursuant to this Section 6.1 with respect to Special Litigation Indemnity Matters unless and 10, until the aggregate amount of all Losses incurred suffered by the all Innovate Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Five Hundred Thousand Dollars ($1,000,000500,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for event only the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt exceed the Basket shall not apply to claims in respect of any Indemnifiable Matters other than be recoverable, and the Special Litigation Indemnity Matters. (b) The maximum aggregate amount of indemnification payments to which the Company Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, shall aggregate under Section 10.2 will not exceed the amount dollar value of the Escrow Property Shares (the value of each Escrow Share for these purposes to be equal to the Innovate Closing VWAP) (the “Cap”). (b) Except for Fraud Claims, and subject in all cases to Section 10.5, a Company Indemnified Party shall not be entitled to indemnification pursuant to this Section 10, until the aggregate amount of all Losses suffered by all Company Indemnified Parties exceeds the Basket, in which event only the amount of Losses that exceed the Basket shall be recoverable, and the maximum aggregate amount of indemnification payments to which the Innovate Indemnifying Parties will be obligated to pay in the Escrow Account at such timeaggregate under Section 10.3 will not exceed the Cap (the value of each share of Innovate Common Stock for these purposes to be equal to the Innovate Closing VWAP). (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Innovate Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Innovate Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (d) The amount of any Losses suffered or incurred by any Company Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Company Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (e) In any claim for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive or exemplary damages, unless such punitive or exemplary damages are actually awarded to a third party. (f) The Indemnifying Parties shall have no indemnification obligation in respect For purposes of determining whether there has been a breach of any Claim Notice which is delivered by representation or warranty and the Purchaser Representative in accordance with amount of any Losses subject to indemnification under this Section 6.3 hereof after the Escrow Expiration Date10, any “materiality”, “Material Adverse Effect” or similar qualification shall be disregarded.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million Hundred Sixty Thousand U.S. Dollars ($1,000,000160,000) (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersRepresentations or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Indemnitors will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (i) under clause (a) of Section 6.2 (other than claims for breach of any Special Representations or any Fraud Claims) shall not exceed an amount equal to Sixteen Million U.S. Dollars ($16,000,000) or (ii) under clause (a) of Section 6.2 as a whole (other than Fraud Claims) shall not exceed an amount equal to the amount of the Escrow Property in the Escrow Account at such timeMerger Consideration. (c) In Notwithstanding anything to the contrary contained herein, no event shall Indemnitor will have any Indemnified Party be entitled to recover or make a claim indemnification obligations under Section 6.2 for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except Loss to the extent actually paid to a third party that the amount of such Loss is included in the calculation of Net Working Capital, Closing Net Debt or Transaction Expenses and resulted in a Third Party Claimchange to the Adjustment Amount determined in accordance with Section 1.16. (d) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement TABLE OF CONTENTS​ (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Indemnitee, any Purchaser Party or the Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnitor shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Company, any Seller or the Seller Representative or the recourse available to the Indemnified Parties Indemnitees or any Purchaser Party under any provision of this Agreement, including this Article VI, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses Loxxxx (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Indemnitors will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 9.2 shall not exceed an amount equal to the value of the Holdback Shares in accordance with this Agreement. (b) For purposes of determining the amount of Losses with respect to any indemnification claim (but not for purposes of determining whether there has been a breach giving rise to the Escrow Property indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the Escrow Account at disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such timequalification. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party Indemnitee, Purchaser, Pubco or the Purchaser Representative Representative, or their respective Representatives Representatives, of an Indemnifiable Matter a breach of a representation, warranty, covenant or agreement of Pubco, the Company, the Sellers or any Indemnitor shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Company or the Sellers or the recourse available to the Indemnified Parties an Indemnitee under any provision of this Agreement, including this Article VIIX, with respect thereto. (ed) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIfor Fraud Claims and claims under Section 6.2(a)(iv), the a Purchaser Indemnified Parties will Party shall not be entitled to receive any indemnification payments under Section 6.1 with respect pursuant to Special Litigation Indemnity Matters unless and this ARTICLE VI, until the aggregate amount of all Losses incurred suffered by the all Purchaser Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Fifty Thousand Dollars ($1,000,00050,000) (the “Basket”), in at which case point the Indemnifying Parties shall be obligated to the Indemnified Parties for the full amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of shall be recoverable, and the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum aggregate amount of indemnification payments to which the Company Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 6.2 shall not exceed 1,500,000 Escrow Shares (the “Cap”). (b) Except for Fraud Claims, a Company Indemnified Party shall not be entitled to indemnification pursuant to this ARTICLE VI, until the aggregate amount of all Losses suffered by all Company Indemnified Parties exceeds the Escrow Property Basket, at which point the full amount of all Losses from the first dollar shall be recoverable, and the maximum aggregate amount of indemnification payments to which the Purchaser Indemnifying Parties will be obligated to pay in the Escrow Account at such timeaggregate under Section 6.2 shall not exceed an amount equal to the Cap. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fd) The Indemnifying Parties In any claim for indemnification under this Agreement, no Person shall have no indemnification obligation in respect of be required to indemnify any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration DatePerson for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a Third Party.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIfor Fraud Claims, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the maximum aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments to which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 8.1(b) shall not exceed the an amount of equal to the Escrow Property in the Indemnification Escrow Account plus any Accrued Dividends. Notwithstanding the foregoing, in the event that any Escrow Property and/or Accrued Dividends are disbursed from the Indemnification Escrow Account to any Seller or FADL, if there is an indemnification claim against an Indemnifying Party that is finally determined to be due and owing to an Indemnified Party in accordance with the terms of this Agreement, to the extent that there is insufficient Escrow Property in the Indemnification Escrow Account to pay for such indemnification claim, the Sellers shall personally be jointly and severally liable to applicable Indemnified Parties for such excess indemnification obligations, with each Seller personally liable for up to a maximum amount (except with respect to Fraud Claims) equal to the fair market value of the Escrow Property and Accrued Dividends disbursed to such Seller on the date of disbursement from the Indemnification Escrow Account (with each Escrow Share valued at the Purchaser Share Price). (b) Solely for purposes of determining the amount of Losses under this Article VIII (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such timequalification. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser OSN Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VIVIII, with respect thereto. (ed) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million Two million U.S. Dollars ($1,000,0002,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect excess of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than of the Special Litigation Indemnity Mattersrepresentations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness) and 4.28 (Finders and Brokers) or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (excluding Fraud Claims) shall not exceed the amount of the Escrow Property in the Escrow Account at such time, and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Redemption Price). (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, (i) any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party ClaimClaim or (ii) any loss, liability, damage or expense to the extent included in the calculation of Closing Net Debt, or Transactions Expenses and that resulted in an adjustment to the Merger Consideration. (d) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VI, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIVII, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 7.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI VII exceeds One Million Three Hundred Thousand U.S. Dollars ($1,000,000300,00.00) (the “BasketDeductible”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the BasketDeductible; provided, however, that for the avoidance of doubt the Basket Deductible shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersRepresentation or (ii) Fraud Claims. (b) The maximum amount For all purposes of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregatethis Article VII, including all Indemnifiable Matters, shall not exceed for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the Escrow Property representations, warranties and covenants set forth in this Agreement (including the Escrow Account at disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such timequalification. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party Indemnitee or the Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnitor shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Indemnitor or the recourse available to the Indemnified Parties Indemnitees under any provision of this Agreement, including this Article VIVII, with respect thereto. (ed) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIVII, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 7.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI VII exceeds One Thirty Four Million Five Hundred Thousand U.S. Dollars ($1,000,00034,500,000) (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersRepresentation or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Indemnitors will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (i) under clause (a) of Section 7.2 (other than claims for breach of any Special Representations or any Fraud Claims) shall not exceed an amount equal to the amount value of the Escrow Property in the Escrow Account at such timein accordance with this Agreement or (ii) for claims for breach of any Special Representations or any Fraud Claims shall not exceed an amount equal to the Company Valuation. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim.[Reserved] (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect thereto[Reserved]. (e) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to mitigate any loss that it may suffer or incur by reason of the breach by an Indemnifying Parties shall have no indemnification obligation in respect Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any Claim Notice which is delivered can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take commercially reasonable steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified Party will be reduced by the Purchaser Representative amount of insurance proceeds actually recoverable by the Indemnified Party. (g) Notwithstanding anything to the contrary contained herein, no Seller will have any indemnification obligations under Section 7.2 for any Loss to the extent that the amount of such Loss is included in the calculation of the Closing Net Indebtedness, Net Working Capital or Transaction Expenses and resulted in a change to the Adjustment Amount determined in accordance with Section 6.3 hereof after the Escrow Expiration Date1.5.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIVII, the Indemnified Parties Purchaser Indemnitees will not be entitled to receive any indemnification payments under clause (i) of Section 6.1 with respect to Special Litigation Indemnity Matters 7.2(a) unless and until the aggregate amount of Losses incurred by the Indemnified Parties Purchaser Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI VII exceeds One Million Four Hundred and Fifty Thousand U.S. Dollars ($1,000,000450,000) (the “BasketDeductible”), in which case the Indemnifying Parties Seller Indemnitors shall be obligated to the Indemnified Parties Purchaser Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Purchaser Indemnitees from the first dollar of Losses of the Indemnified Parties Purchaser Indemnitees required to reach the BasketDeductible; provided, however, that for the avoidance of doubt the Basket Deductible shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than Company Special Representation or (ii) Fraud Claims. Except as otherwise expressly provided in this Article VII, the Seller Indemnitees will not be entitled to receive any indemnification payments under clause (i) of Section 7.2(b) unless and until the aggregate amount of Losses incurred by the Seller Indemnitees for which they are otherwise entitled to indemnification under this Article VII exceeds an amount equal to the Deductible, in which case the Purchaser Indemnitors shall be obligated to the Seller Indemnitees for the amount of all Losses of the Seller Indemnitees from the first dollar of Losses of the Seller Indemnitees required to reach the Deductible; provided, however, that the Deductible shall not apply to (i) indemnification claims for breaches of any Purchaser Special Litigation Indemnity MattersRepresentation or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Seller Indemnitors will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (i) under clause (i) of Section 7.2(a) (other than claims for breach of any Company Special Representation or any Fraud Claims) shall not exceed an amount equal to fifteen percent (15%) of the Company Equity Valuation or (ii) under Section 7.2(a) as a whole (other than Fraud Claims) shall not exceed an amount equal to the Company Equity Valuation. The maximum aggregate amount of indemnification payments to which the Escrow Property Purchaser Indemnitors will be obligated to pay in the Escrow Account at such timeaggregate (i) under clause (i) of Section 7.2(b) (other than claims for breach of any Purchaser Special Representation or any Fraud Claims) shall not exceed an amount equal to fifteen percent (15%) of the Company Equity Valuation or (ii) under Section 7.2(b) as a whole (other than Fraud Claims) shall not exceed an amount equal to the Company Equity Valuation. (c) In no event shall For purposes of determining the amount of Losses with respect to any Indemnified Party be entitled indemnification claim (but not for purposes of determining whether there has been a breach giving rise to recover the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or make a claim for any amounts in respect ofAncillary Document that are qualified by materiality, and in no event shall Losses Material Adverse Effect or words of similar import or effect will be deemed to include, have been made without any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claimsuch qualification. (d) No investigation or knowledge by an Indemnified Party Indemnitee or the Purchaser Representative or Seller Representative, as applicable, or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnitor shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Indemnitor or the recourse available to the Indemnified Parties Indemnitees under any provision of this Agreement, including this Article VIVII, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall Notwithstanding anything to the contrary contained herein, no Seller will have no any indemnification obligation obligations under Section 7.2 for any Loss to the extent that the amount of such Loss is included in respect the calculation of any Claim Notice which is delivered by Net Working Capital, Closing Net Indebtedness or Transaction Expenses and resulted in a change to the Purchaser Representative Adjustment Amount determined in accordance with Section 6.3 hereof after the Escrow Expiration Date1.5.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIIX, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters 9.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI IX exceeds One Million Nine Hundred Fifty Thousand U.S. Dollars ($1,000,000950,000) (the “Basket”), in at which case time the Indemnifying Indemnified Parties shall be obligated entitled to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters receive any indemnification payments under Section 9.2 from the first dollar of Losses of the such Indemnified Parties required to reach the Basket; Basket provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersFundamental Representations or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 9.2 (other than claims for breach of any Fundamental Representations or any Fraud Claims) shall not exceed an amount equal to Thirty Eight Million U.S. Dollars ($38,000,000); provided, that with respect to any claims for breach of the Fundamental Representations or Fraud Claims, the maximum aggregate amount of indemnification payments under Section 9.2 shall not exceed an amount equal to the Escrow Property in the Escrow Account at such timeExchange Consideration. (c) In Notwithstanding anything to the contrary contained herein, no event shall Indemnifying Party will have any Indemnified Party be entitled to recover or make a claim indemnification obligations under Section 9.2 for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except Loss to the extent actually paid to a third party that the amount of such Loss is (i) included in the calculation of Net Working Capital, Closing Net Debt or Transaction Expenses and resulted in a Third Party Claimchange to the Finally Determined Exchange Shares in accordance with Section 2.5, or (ii) except in the case of Fraud Claims, exceeds such Indemnifying Party’s Pro Rata Share of the Exchange Consideration. (d) Solely for purposes of determining the amount of Losses under this Article IX (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the Company Disclosure Schedules) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Party or the Party, Purchaser Representative or their respective Representatives of a breach of a representation or warranty of an Indemnifiable Matter Indemnifying Party shall affect the covenants and agreements representations or warranties of the Indemnifying Party Company, any Seller or the Seller Representative or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VIIX, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate or Representative thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums for one subsequent renewal period resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIX, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters 10.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI X exceeds One Million U.S. Dollars (the value of $1,000,000) 2,000,000 (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties required Indemnitees, subject to reach the Basketother limitations herein; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersRepresentations or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments which the Indemnifying Parties will each Indemnitor shall be obligated to pay under Section 10.2 (other than in the aggregate, including all Indemnifiable Matters, respect of (i) Fraud Claims or (ii) any indemnification claims for breaches of any Special Representations) shall not exceed an amount equal to the amount number of Pubco Ordinary Shares constituting ten percent (10%) of the sum of (x) Exchange Shares received by such Indemnitor at Second Closing, plus (y) any Escrow Property Shares withheld from such Indemnitor at Second Closing in the Escrow Account at such timeaccordance with Section 3.1. (c) The maximum aggregate amount of indemnification payments which each Indemnitor shall be obligated to pay under Section 10.2 (other than in respect of (i) Fraud Claims or (ii) any indemnification claims for breaches of any Fundamental Representations) shall not exceed an amount equal to the number of Pubco Ordinary Shares constituting twenty-five percent (25%) of the sum of (x) Exchange Shares received by such Indemnitor at Second Closing, plus (y) any Escrow Shares withheld from such Indemnitor at Second Closing in accordance with Section 3.1. (d) The maximum aggregate amount of indemnification payments which each Indemnitor shall be obligated to pay under Section 10.2 (other than in respect of Fraud Claims) shall not exceed an amount equal to the number of Pubco Ordinary Shares constituting one hundred percent (100%) of the sum of (x) Exchange Shares received by such Indemnitor at Second Closing, plus (y) any Escrow Shares withheld from such Indemnitor at Second Closing in accordance with Section 3.1. (e) For the avoidance of doubt, to the extent recovery is sought in respect of any indemnifiable Losses in excess of the Escrow Shares, each Major Shareholder shall only be liable for its Shareholder Pro Rata Percentage of any such Loss. (f) In no event will any Indemnitee be entitled to any recovery for any Loss more than once. (g) Solely for purposes of determining the amount of Losses under this Article X (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (h) After becoming aware of any event or occurrence that would reasonably be expected to give rise to an indemnification right under this Article X, each Indemnitee shall use their reasonable best efforts, to the extent required by applicable Law, to mitigate all Losses arising therefrom; provided, however, that in no event shall any Indemnitee be required to mitigate any Losses directly or indirectly resulting from (i) any actions taken at the written direction of the Purchaser, (ii) any change in applicable Laws (including for the avoidance of doubt, any change in the applicable Tax rate applicable to the Company), or (iii) any Losses as having been reflected or accrued in the Company Financials. (i) In no event shall any Indemnified Party Indemnitee be entitled obligated to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except provide indemnification under Section 10.2 to the extent actually paid any such Losses are related to, attributable to a third party in a Third Party Claim. (d) No investigation or arise from any facts, circumstances, events or matters of which Purchaser or its Representatives had knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available prior to the Indemnified Parties under execution of this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.Agreement

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIIX, the Indemnified Parties will Indemnitors shall not be entitled to receive any indemnification payments liable under Section 6.1 with 9.2 in respect to Special Litigation Indemnity Matters of indemnification claims for breaches of any Operational Representations, unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI IX exceeds One Million U.S. and Five Hundred Thousand Dollars ($1,000,0001,500,000) (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar Dollar of Losses of the Indemnified Parties required Indemnitees, subject to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matterslimitations herein. (b) The Notwithstanding any other provision of this Agreement: (i) the maximum aggregate amount of indemnification payments for which the Indemnifying Parties will Indemnitors shall be obligated liable under Section 9.2 in respect of (A) indemnification claims for breaches of any Operational Representations and (B) indemnification claims for Pre-Closing Indirect Tax Liabilities exceeding the Indirect Tax Liability Amount, shall not exceed an amount equal to pay One Hundred and Fifty Million Dollars ($150,000,000); and (ii) the maximum aggregate amount for which the Indemnitors shall be liable under Section 9.2 in respect of (A) indemnification claims for breaches of any Pubco Fundamental Representations, Company Fundamental Representations and Company Shareholders Fundamental Representations, (B) indemnification claims for breaches of any covenant or agreement on the aggregatepart of Pubco, the Company or the Company Shareholders set forth in this Agreement or in any certificate executed and delivered pursuant to this Agreement, (C) indemnification claims for any Action by Person(s) who were holders of equity securities of a Target Company, including all Indemnifiable Mattersoptions, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities, and (D) Fraud Claims, shall not exceed the amount sum of the Escrow Property Final Cash Consideration and the Exchange Consideration (the “Total Liability Cap”); provided, that the Total Liability Cap shall be reduced by (1) the sum of all amounts actually paid by the Indemnitors in respect of indemnification claims for breaches of any Operational Representations, and (2) an amount corresponding to the Escrow Account at portion of the Exchange Consideration that refers to the Deferred Exchange Shares until such timetime they have been issued in accordance with Section 2.4. (c) In Everix and its successors and assigns shall have no event shall any Indemnified Party be entitled to recover liability under Sections 9.2 and 9.3 for Losses arising out of or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special resulting directly or exemplary damages except to the extent actually paid to a third party in indirectly from (whether or not involving a Third Party Claim) the breach of any representation or warranty made by it or the Company set forth in this Agreement or in any certificate executed and delivered pursuant to this Agreement, if the facts, events and circumstances that cause such representations and warranties to be breached relates to the periods prior to August 20, 2018; provided, that the Indemnitees shall be entitled to receive indemnification payments under Sections 9.2 and 9.3 in respect of 100% of such Losses from the other Indemnitors. (d) Solely for purposes of determining the amount of Losses under this Article IX (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect (other than Sections 6.5(c), 6.8(b), 6.10, 6.12(b), 6.23(a), 6.29 and 8.10, it being understood that materiality in respect of such representations, warranties and covenants constitutes a part of the essence of such representations, warranties and covenants) will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Indemnitee of a breach of a representation, warranty, covenant or agreement of a Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Parties or the recourse available to the Indemnified Parties Indemnitees under any provision of this Agreement, including this Article VIIX, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fg) The Indemnifying Parties shall Notwithstanding the fact that any Indemnitee may have no the right to assert claims for indemnification obligation under or in respect of more than one provision of this Agreement in respect to any Claim Notice which is delivered fact, event, condition or circumstance, no Indemnitee will be entitled to recover the amount of any Losses suffered by the Purchaser Representative such Indemnitee more than once under this Agreement in accordance with Section 6.3 hereof after the Escrow Expiration Date.respect of such fact, event, condition or circumstance,

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIVII, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 7.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI VII exceeds Two Million One Million Hundred Twenty-Five Thousand U.S. Dollars ($1,000,0002,125,000) (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersRepresentation or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Indemnitors will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (i) under clause (a) of Section 7.2 (other than claims for breach of any Special Representations or any Fraud Claims) shall not exceed an amount equal to the amount value of the Escrow Property in the Escrow Account at such timein accordance with this Agreement, plus the value of the Earnout Shares (based on the then current Purchaser Share Price), or (ii) under Section 7.2 as a whole (other than Fraud Claims) shall not exceed an amount equal to the Company Equity Valuation. (c) In no event shall For all purposes of this Article VII, including for purposes of determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Indemnified Party be entitled to recover Ancillary Document that are qualified by materiality, Material Adverse Effect or make a claim for any amounts in respect of, and in no event shall Losses words of similar import or effect will be deemed to include, have been made without any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claimsuch qualification. (d) No investigation or knowledge by an Indemnified Party or the Purchaser, the Purchaser Representative Representative, any other Indemnitee or their respective Representatives of an Indemnifiable Matter a breach of a representation, warranty, covenant or agreement of any Company Party, the Seller Representative, any Seller or any other Indemnitor shall affect the representations, warranties, covenants and agreements of any Company Party, the Indemnifying Party Seller Representative, any Seller or any other Indemnitor or the recourse available to the Indemnified Parties any Indemnitee under any provision of this Agreement, including this Article VIVII, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIthe case of Fraud by a Group Company, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the maximum aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 10.01 shall not exceed the amount of the Escrow Property Shares in the Escrow Account (valued at the applicable Parent Share Price). (b) Except in the case of Fraud by a Group Company, the sole and exclusive recourse for any amount finally determined to be owed in respect of any indemnity obligations pursuant to this Article X shall be made only by disbursement of Escrow Shares out of the Escrow Account, no other assets shall in any respect be used to satisfy such timeindemnity obligations, and once the Escrow Account shall be depleted or released, such indemnity obligations shall terminate. (c) In no event Notwithstanding anything to the contrary, the Company Stockholders shall not have any Indemnified indemnification obligations for Losses under Section 10.01(a) unless the aggregate amount of all such Losses for which such Indemnifying Party would, but for this Section 10.02(c), be entitled to recover or make a claim for any amounts in respect ofliable thereunder exceeds on an aggregate basis $500,000, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except then only to the extent actually paid to a third party in a Third Party Claimof such excess. (d) No investigation For purposes of calculating the amount of any Loss arising from a breach of any representation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives warranty subject to indemnification under Section 10.01(a) (but not for purposes of an Indemnifiable Matter determining whether any such breach has occurred), all “material”, “materially”, “in all material respects”, “Material Adverse Effect”, and other like qualifications shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect theretobe disregarded. (e) In the event Parent proceeds with the Closing notwithstanding actual knowledge by Parent or any Affiliate of Parent at or prior to the Closing (as evidenced in a writing, either from the Company to Parent or from Parent to the Company) of any breach by the Company of any representation, warranty, covenant or agreement in Article III or in any certificate delivered by the Company pursuant hereto, no Indemnified Party shall have any claim or recourse against the Company Stockholders or the Escrow Account with respect to such breach, under this Article X or otherwise. (f) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds or other third party sources of indemnity or recovery paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage)Losses, net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fg) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this Article X, such Indemnified Party shall take and shall cause its Affiliates to take, or cooperate with the Indemnifying Parties if so requested by the Indemnifying Party, in order to take, commercially reasonable steps to mitigate any of its Losses upon becoming aware of any event or condition which could reasonably be expected to result in any Losses which are indemnifiable hereunder. (h) The Indemnifying amount of any Losses for which indemnification is provided under this Article X shall be reduced to take account of any Tax Benefit realizable by the indemnified party arising from the incurrence or payment of any such Loss (whether arising in the year of such Loss or in a subsequent year). For purposes of this Section 10.02(h), a “Tax Benefit” means an amount by which the Tax liability of the Indemnified Party (or the consolidated, combined, unitary or similar Tax group including the Indemnified Party) or, if the Indemnified Party is a pass-through entity for Tax purposes, the members of the Indemnified Party, is reduced or is reasonably expected to be reduced (including by deduction, reduction of income by virtue of increased Tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant Governmental Entity. (i) Notwithstanding anything to the contrary, the Indemnified Parties shall be deemed not to have no indemnification obligation suffered any Losses (whether in respect contract, tort or otherwise) to the extent that such Losses (i) are accrued, provided or reserved for, or otherwise reflected or taken into account in, the Company Financial Statements, (ii) arise from any item or matter that is included or otherwise taken into account in, or was raised or could have been raised as part of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof settlement of, Closing Working Capital or the other items of the Closing Certificate and Final Closing Certificate or (iii) arise out of changes after the Escrow Expiration DateClosing Date in accounting principles or applicable Laws, rules or regulations or interpretations thereof.

Limitations and General Indemnification Provisions. (a) No Indemnitee will be entitled to receive any indemnification payments under clause (a) of Section 7.2 unless the underlying Loss is established by a valid, final, non-appealable (i) judgment of a competent court, in the case of a Third Party Claim, or (ii) arbitral award resolving a dispute pursuant to Section 11.4. (b) Notwithstanding anything to the contrary contained in this Agreement, no Indemnitee shall be entitled to be indemnified, defended, held harmless or reimbursed pursuant to this Article VII in respect of any Excluded Damages. (c) For the avoidance of doubt, in the event that an Indemnitor cures or mitigates any Losses during the Resolution Period with respect to any Dispute, the amount of the Loss subject to the Dispute shall be reduced to the outstanding amount of Losses after giving effect to such cure or mitigation. (d) Except as otherwise expressly provided in this this Article VIVII, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 7.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI VII exceeds One an amount equal to Three Million Nine Hundred Seventy-Five Thousand U.S. Dollars ($1,000,0003,975,000) (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Non-Basket Indemnity MattersClaims. (be) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties Indemnitors will be obligated to pay in the aggregateaggregate (excluding Fraud Claims), including all Indemnifiable Matterstogether with any negative Adjustment Amount under Section 1.10, shall not exceed the Cap, and in the case of Fraud Claims, shall not exceed an amount equal to twenty-five percent (25%) of the Escrow Property in Consideration Amount actually paid (based on the Escrow Account at such timeRedemption Price). (cf) In Notwithstanding anything to the contrary contained herein, no event shall Indemnitor will have any Indemnified Party be entitled to recover or make a claim indemnification obligations under Section 7.2 for any amounts Loss to the extent that the amount of such Loss is included in respect ofthe calculation of Net Working Capital, Closing Net Debt or Excess Company Transaction Expenses and resulted in no event shall a change to the Adjustment Amount determined in accordance with Section 1.10. (g) Solely for purposes of determining the amount of Losses under this Article VII (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to include, have been made without any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claimsuch qualification. (dh) No investigation or knowledge by an Indemnified Party Malacca, the Company, the Malacca Representative, any other Indemnitee or the Purchaser Representative or any of their respective Representatives of an Indemnifiable Matter a breach of a representation, warranty, covenant or agreement of the Company or Parent shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Company or Parent or the recourse available to Malacca, the Indemnified Parties Company, the Malacca Representative or any other Indemnitee or under any provision of this Agreement, including this Article VIVII, with respect thereto. (ei) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds (or otherwise pursuant to any claim, recovery, settlement or payment by or against any other Person) paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses Losses. The Indemnitee shall (and no right of subrogation shall accrue procure that any relevant Affiliate shall), use its commercially reasonable efforts to recover any such insurance or other proceeds from third parties to the same extent such Indemnitee or Affiliate would recover such proceeds if such Losses were not subject to indemnification hereunder. In the event that, after such commercially reasonable efforts to recover, the Indemnitee or its Affiliate still has any rights against a third party with respect to any insurer hereunderoccurrence, except claim or Loss that results in a payment by an Indemnitor under this Article VII, the Indemnitors shall be subrogated to such rights to the extent of such payment; provided, that such waiver of subrogation would prejudice any applicable insurance coverage), net until the Indemnitee or relevant Affiliate recovers full payment of the costs Loss associated with such payment, any and all claims of collection the Indemnitors against any such third party on account of said indemnity payment are hereby expressly made subordinate and subject in right of payment to the increases Indemnitee or relevant Affiliate’s rights against such third party. Each Indemnitee (or relevant Affiliate, as an Indemnitee shall procure) and Indemnitor shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in insurance premiums resulting from the prosecution of such Loss or insurance paymentclaims. (fj) The Indemnifying Parties shall have no indemnification obligation If an Indemnitee recovers an amount from a third party in respect of a Loss after all or a portion of such Loss has been paid by the Indemnitor, the Indemnitee shall promptly remit to the Indemnitor the excess (if any) of (i) the amount paid by the Indemnitor in respect of such Loss, plus the amount received from the third party in respect thereof, less (ii) the full amount of the Loss indemnifiable pursuant to this Agreement. (k) The Indemnitees, collectively, shall not be entitled to recover more than once in respect of the same Loss, notwithstanding that such Loss may result from more than one of the occurrences specified in Section 7.2. (l) Notwithstanding anything herein to the contrary, no Indemnitor shall be liable for any Claim Notice Losses arising out of the breach of any of the representations and warranties in Section 4.15 (or otherwise relating to any Tax or Tax Return) relating to any Tax period or part of a Tax period starting on or after the Closing. (m) No Indemnitor shall be liable pursuant to this Agreement if and to the extent a claim for indemnification relating to any period prior to the date of this Agreement is attributable to, or the amount which would be paid pursuant to such claim is increased as a result of, any: (i) Law not in force at the date of this Agreement; and (ii) change of Law (or any change in interpretation thereof, including on the basis of judicial or administrative interpretation, policy or practice) after the date of this Agreement. (n) To the extent required by applicable Law, each Indemnitee shall take commercially reasonable actions to mitigate any indemnifiable Loss, and if an Indemnitee fails to do so, such Indemnitee shall not be entitled to be indemnified, defended, held harmless, reimbursed or otherwise paid for any portion of such Loss that reasonably could have been avoided had such Indemnitee so complied. (o) If any claim for indemnification is based upon a liability which is delivered by contingent only, the Purchaser Representative in accordance with Section 6.3 hereof Indemnitors shall not be liable to pay unless and until such contingent liability gives rise to a certain obligation of making payment or otherwise; provided, that the amounts for such contingent liability shall still be due if after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million Five Hundred Thousand U.S. Dollars ($1,000,000500,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than of the Special Litigation Indemnity Mattersrepresentations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), and 4.26 (Finders and Brokers) or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties will be obligated to pay in the aggregateaggregate (excluding Fraud Claims) shall not exceed an amount equal to Ten Million U.S. Dollars ($10,000,000), including all Indemnifiable Mattersand in the case of Fraud Claims, shall not exceed an amount equal to the amount of Merger Consideration actually paid (based on the Escrow Property in the Escrow Account at such timeRedemption Price). (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, (i) any punitive, special special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value changes measured as a multiple of earnings, revenue or by any other similar performance metric, (including loss of future revenue or income, loss of business reputation or opportunity), except for any such damages except to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimClaim or (ii) any loss, liability, damage or expense to the extent included in the calculation of Closing Net Indebtedness, Net Working Capital or Transaction Expenses and that resulted in an adjustment to the Merger Consideration. (d) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations and warranties set forth in this Agreement (including the disclosure schedules hereto) that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Party, any Purchaser Party or the Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Company, any Company Security Holder or the Seller Representative or the recourse available to the Indemnified Parties or any Purchaser Party under any provision of this Agreement, including this Article VI, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. The Indemnified Parties shall use their commercially reasonable efforts to seek payments for such Losses from their applicable insurance providers. (fg) The Indemnifying Parties Each Indemnified Party shall have no indemnification obligation in respect take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any Claim Notice which is delivered by event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Purchaser Representative in accordance with Section 6.3 hereof after extent reasonably necessary to remedy the Escrow Expiration Datebreach that gives rise to such Loss.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIIX, the Indemnified Parties Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 9.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties Indemnitees for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI ARTICLE IX exceeds One Million Five Hundred Thousand U.S. Dollars ($1,000,000500,000) (the “Basket”), in which case the Indemnifying Parties Indemnitors shall be obligated to the Indemnified Parties Indemnitees for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters Indemnitees from the first dollar of Losses of the Indemnified Parties Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that for the avoidance of doubt the Basket shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than the Special Litigation Indemnity MattersCompany and Seller Fundamental Representations or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments which the Indemnifying Parties Indemnitors will be obligated to pay under Section 9.2 (other than (i) Fraud Claims or (ii) any indemnification claims for breaches of any Company and Seller Fundamental Representations) shall not exceed an amount equal to fifteen percent (15%) of the Exchange Consideration, provided, that any (A) Fraud Claims or (B) indemnification claims for breaches of any Company and Seller Fundamental Representations, shall be payable solely by the Main Seller, and the maximum aggregate amount of indemnification payments for such claims and all other claims in the aggregate, including all Indemnifiable Matters, connection with this Agreement shall not exceed the amount of the Escrow Property in the Escrow Account at such timeExchange Consideration. (c) In no event shall Solely for purposes of determining the amount of Losses under this ARTICLE IX (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Indemnified Party be entitled to recover Ancillary Document that are qualified by materiality, Material Adverse Effect or make a claim for any amounts in respect of, and in no event shall Losses words of similar import or effect will be deemed to include, have been made without any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claimsuch qualification. (d) No investigation or knowledge by an Indemnified Party or the Indemnitee, Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnitor shall affect the representations, warranties, covenants and agreements of the Indemnifying Party Company, the Seller or the Seller Representative or the recourse available to the Indemnified Parties Indemnitees or Purchaser under any provision of this Article VIAgreement, including this ARTICLE IX, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 6.2 unless and until the aggregate amount of Losses incurred by the applicable Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Hundred Fifty Thousand Dollars ($1,000,000150,000) (the “Basket”), in which case the Purchaser Indemnifying Parties or Company Indemnifying Parties, as applicable, shall be obligated to the applicable Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket Deductible shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than of the Special Litigation Indemnity MattersFundamental Representations or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Company Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (excluding Fraud Claims) shall not exceed the amount of the Escrow Property in the Escrow Account at such time, and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Purchaser Stock Price). The maximum aggregate amount of indemnification payments to which the Purchaser Indemnifying Parties will be obligated to pay in the aggregate (excluding Fraud Claims) shall not exceed an amount equal to ten percent (10%) of the Net Merger Consideration, and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Purchaser Stock Price). (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, include any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VI, with respect thereto. (ef) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds or other offsetting recoveries paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fg) The Indemnifying Parties Each Person entitled to indemnification under this Article VI shall have no indemnification obligation in respect take commercially reasonable steps to mitigate all Losses after becoming aware of any Claim Notice event which is delivered gives rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. (h) Any Losses for indemnification under this Agreement shall be determined without duplication of recovery by reason of the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Datestate of facts giving rise to such Losses constituting a breach or inaccuracy of more than one representation, warranty, covenant, or agreement of this Agreement.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) 8.2.1 The maximum aggregate amount of indemnification payments to which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate (excluding Fraud Claims and Control Claims (as defined herein)) shall not exceed the amount of the Escrow Property in the Escrow Account at such time, and in the case of Fraud Claims and Control Claims, shall not exceed an amount equal to the Common Exchange Shares actually paid by Avalon to the Sen Lang Shareholders. (c) 8.2.2 In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, include any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. 8.2.3 For purposes of determining whether there has been a breach giving rise to the indemnification claim, and determining the amount of Losses under this ARTICLE VIII, all of the representations, warranties and covenants set forth in this Agreement (dincluding the Sen Lang Disclosures hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. 8.2.4 No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective its Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Article VIAgreement, including this ARTICLE VIII, with respect thereto. (e) 8.2.5 The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided No Company Owner shall be required to indemnify the Purchaser Indemnified Parties, collectively, in this this Article VI, any amount in excess of the Indemnified Parties will number of shares of Purchaser Common Stock actually received by the applicable Company Owner. The Purchaser shall not be entitled required to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until indemnify the aggregate Company Indemnified Parties, collectively, in a dollar amount in excess of Losses incurred the number of shares of Purchaser Common Stock actually issued by the Indemnified Parties for which they are otherwise entitled Purchaser hereunder as Consideration pursuant to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (Section 1.2 multiplied by the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses Purchaser Common Stock Price as of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity MattersClosing Date. (b) The maximum amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, shall not exceed the amount of the Escrow Property in the Escrow Account at such time. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser Representative or their respective Representatives of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under this Article VI, with respect thereto. (e) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (fc) The Indemnifying Parties In any claim for indemnification under this Agreement, no Person shall have be required to indemnify any Person for special damages, unless such special damages are actually awarded and paid to a third party. (d) Notwithstanding anything else contained herein, no indemnification obligation Party shall seek, nor shall any Party be liable for, consequential, exemplary damages, or punitive damages (unless actually ordered to be paid by a court of competent jurisdiction and actually paid to a third party), under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Dateconnection herewith.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIV, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.1 with respect to Special Litigation Indemnity Matters 5.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI V exceeds One Million Twenty-Five Thousand U.S. Dollars ($1,000,00025,000) (the “BasketThreshold”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the BasketThreshold; provided, however, that for the avoidance of doubt the Basket Threshold shall not apply to (i) indemnification claims in respect for breaches of any Indemnifiable Matters other than of the Special Litigation Indemnity Mattersrepresentations and warranties of the Company, the Seller, or the Seller Parent contained in Sections 3.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement), 3.3 (Capitalization), 3.4 (Subsidiaries), 3.7(c) (Indebtedness) and 3.28 (Finders and Brokers) or (ii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Indemnifying Parties will be obligated to pay pay, and the Indemnified Parties shall be entitled to receive, for Losses in the aggregate, including all Indemnifiable Matters, aggregate (excluding Fraud Claims) shall not exceed the amount of the Escrow Property Value, and in the Escrow Account at such timecase of Fraud Claims, shall not exceed an amount equal to the Purchase Consideration actually paid. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, consequential, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or Solely for purposes of determining the Purchaser Representative or their respective Representatives amount of an Indemnifiable Matter shall affect the covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties Losses under this Article VIV (and, with respect theretofor the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (e) No Indemnifying Party shall be liable for any Losses resulting from or relating to any inaccuracy in or breach of any covenant, representation or warranty herein if the party seeking indemnification for such Losses had Knowledge of such inaccuracy or breach prior to Closing. (f) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VIfor Fraud Claims, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the maximum aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters. (b) The maximum amount of indemnification payments to which the Indemnifying Parties will be obligated to pay in the aggregate, including all Indemnifiable Matters, aggregate under Section 8.2 shall not exceed the an amount of equal to the Escrow Property in the Escrow Account plus any Accrued Dividends. Notwithstanding the foregoing, in the event that any Escrow Property and/or Accrued Dividends are disbursed to any Seller, if there is an indemnification claim against an Indemnifying Party that is finally determined to be due and owing to an Indemnified Party in accordance with the terms of this Agreement, to the extent that there is insufficient Escrow Property in the Escrow Account to pay for such indemnification claim, the Sellers shall personally be jointly and severally liable to applicable Indemnified Parties for such excess indemnification obligations, with each Seller personally liable for up to a maximum amount (except with respect to Fraud Claims) equal to the fair market value of the Escrow Property and Accrued Dividends disbursed to such Seller on the date of disbursement from the Escrow Account (with each Escrow Share valued at the Purchaser Share Price). (b) Solely for purposes of determining the amount of Losses under this Article VIII (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such timequalification. (c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent actually paid to a third party in a Third Party Claim. (d) No investigation or knowledge by an Indemnified Party or the Purchaser DT Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifiable Matter Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VIVIII, with respect thereto. (ed) The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (f) The Indemnifying Parties shall have no indemnification obligation in respect of any Claim Notice which is delivered by the Purchaser Representative in accordance with Section 6.3 hereof after the Escrow Expiration Date.